##### 



Exhibit 10.14 AMENDED AND RESTATED SOUTHEAST GLASS BOTTLE SUPPLY AGREEMENT BETWEEN ANHEUSER-BUSCH, INCORPORATED AND ANCHOR GLASS CONTAINER CORPORATION




---



##### 



TABLE OF CONTENTS PAGE NUMBER1.
    
    DEFINITIONS
    
    
    12.
    
    PURCHASE AND SALE OF PRODUCT
    
    
    33.
    
    PRICE
    
    
    54.
    
    WARRANTY
    
    
    95.
    
    DELIVERY
    
    
    116.
    
    PAYMENTS
    
    
    127.
    
    FORCE MAJEURE
    
    
    138.
    
    TERM AND TERMINATION
    
    
    159.
    
    AUDITS
    
    
    1810.
    
    PLANT VISITS
    
    
    1911.
    
    CONFIDENTIALITY
    
    
    2012.
    
    PUBLIC STATEMENTS
    
    
    2013.
    
    NOTICES
    
    
    2014.
    
    ASSIGNMENT
    
    
    2115.
    
    INDEPENDENT CONTRACTOR
    
    
    2116.
    
    ADDITIONAL AGREEMENTS
    
    
    2117.
    
    REPRESENTATIONS AND WARRANTIES OF ANCHOR
    
    
    2518.
    
    REPRESENTATIONS AND WARRANTIES OF AB
    
    
    2619.
    
    DISPUTE RESOLUTION
    
    
    2720.
    
    MISCELLANEOUS
    
    
    27
  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. i




---



##### 



TABLE OF ATTACHMENTS Section3.1
    
    SELLING PRICES3.4(a)
    
    * * *3.6(d)
    
    SCHEDULE OF BULK BOTTLE PRODUCTION AND DELIVERY CAPACITY OF THE
PRODUCTION FACILITIES3.7(c)
    
    * * *3.10
    
    * * *4.4
    
    FLAVOR STANDARDS6.1
    
    FORM OF ELECTRONIC PAYMENTS AGREEMENT6.3
    
    TRADING PARTNER AGREEMENT8.4(a)
    
    SUPPLIER CERTIFICATION PROGRAM8.5(a)
    
    FACILITY MANAGEMENT INSPECTION CRITERIA8.5(d)
    
    FORM OF NO TAMPERING OR CONTAMINATION CERTIFICATION16.2(a)
    
    SPECIFIED ANCHOR SHAREHOLDERS AND AFFILIATES20.8
    
    EEOC COMPLIANCE CERTIFICATE
  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. ii




---



##### 



AMENDED AND RESTATED SOUTHEAST GLASS BOTTLE SUPPLY AGREEMENT This AMENDED AND RESTATED SOUTHEAST GLASS BOTTLE SUPPLY AGREEMENT (this
Agreement) between ANHEUSER-BUSCH, INCORPORATED, a Missouri corporation
(AB), and ANCHOR GLASS CONTAINER CORPORATION, a Delaware corporation
(Anchor), was signed on July 26, 2004 and is deemed effective January 1,
2004. Background A. AB and Anchor previously entered into a certain Southeast Glass Bottle
Supply Agreement dated May 26, 1999, as amended by Amendment to Southeast
Bottle Supply Agreement between AB and Anchor signed December 4, 2003, as
further amended by that Second Amendment to Glass Bottle Supply Agreement and
Southeast Glass Bottle Supply Agreement between AB and Anchor dated as of June
6, 2003, and as further amended by that certain letter agreement dated February
9, 2004 (as amended per the foregoing amendments and pursuant to any other
written or oral agreements between the parties prior to the date this Agreement
is signed, the Existing Southeast Agreement). B. The Existing Southeast Agreement contains two options of two years each
in favor of AB (applicable to the periods of January 1, 2006 through December
31, 2007 and January 1, 2008 through December 31, 2009 respectively) (the
Options). C. Anchor has requested that AB exercise both of the Options in exchange
for certain revisions to the Existing Southeast Agreement requested by AB. D. In lieu of AB exercising the Options, the parties have agreed to enter
into this Agreement, which, except as otherwise expressly stated in this
Agreement, amends, restates, and replaces the Existing Southeast Agreement in
its entirety. THEREFORE, in consideration of the foregoing premises and the mutual
promises set forth below, the parties to this Agreement have agreed as follows: 1. DEFINITIONS. The capitalized terms specified below shall have the following meanings
(certain other capitalized terms are defined elsewhere in this Agreement and
are not referenced in this Section 1): 1.1 Affiliate shall mean, with respect to either party, any individual,
corporation, company, partnership, limited liability company, joint venture or
other business entity which owns a majority of the equity of or otherwise
controls, is controlled by or is under common control with, such party. The
term control includes, without limitation, the possession, directly or
indirectly, of the power to direct the management and policies of a person or
entity, whether through the ownership of voting securities, by contract or
otherwise.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b.




---



##### 



1.2 Base Price shall mean a portion of the Selling Price for each type
of Bottle, as set forth in Attachment 3.1. 1.3 Bottle shall mean a returnable or non-returnable glass receptacle of
specified size, shape and color used in the packaging of ABs beverage
products, and which otherwise conforms to the applicable Specifications. 1.4 Beverage Bottle shall mean a returnable or non-returnable glass
receptacle used as a container for any beverage, including but not limited to
malt beverages, carbonated or uncarbonated soft drinks, flavored and unflavored
waters and any other fluids intended for human consumption. 1.5 Breweries shall mean both the AB brewery located in Jacksonville,
Florida and the AB brewery located in Cartersville, Georgia and Brewery shall
mean either of the Breweries. 1.6 Contract Year shall mean any twelve (12) month period during the
Term starting on a January 1 and ending the following December 31. 1.7 Lightweighting shall mean any reduction in the weight of a given
size and shape Bottle, which does not materially alter the size or shape of
such Bottle. 1.8 Manufacturing Costs shall mean the aggregate of all actual costs
incurred by Anchor or its Affiliates in producing the Bottles and delivering
them to AB, including transportation, warehouse and insurance costs, and net of
all discounts, rebates or allowances received by Anchor or its Affiliates with
respect to any services or materials acquired by Anchor in connection with its
performance of this Agreement. 1.9 Maximum Production Quantity shall mean the total actual capacity of
Bottles available from the Production Facilities. 1.10 Packaging Components shall mean all packaging materials used to
package packed bottles provided under this Agreement and which conform to the
Specifications including, without limitation, each of the following: (a)
corrugated boxes, trays, carriers, cartons, and basket carriers, and (b)
partitions. 1.11 Production Facilities shall mean the Bottle production facilities
located in Jacksonville, Florida and Warner Robins, Georgia operated by Anchor. 1.12 Rated Production Capacity shall mean an annual quantity of * * * 1.13 Requirements shall mean: (a) for Contract Year 2004 * * * (b) for Contract Year 2005, the Breweries aggregate Bottle requirements
during Contract Year 2005; and  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 2




---



##### 



(c) for each of Contract Years 2006, 2007, 2008 and 2009 * * * during such
Contract Year; * * * for such Contract Year in excess of * * *; provided that
AB does not guarantee that the aggregate Bottle requirements of the two
Breweries during any or all of these Contract Years will equal or exceed any
particular amount. During Contract Years 2006 through 2009 AB shall determine the mix of
Bottles included in the Requirements, but AB agrees to * * * pursuant to the
terms of subsection 1.13(c) above. Anchor agrees that if the * * * than
originally estimated by AB. 1.14 Selling Price shall mean the net delivered (F.O.B. Brewery)
selling price of each color, size and shape Bottle which is made up of (a) the
Base Price specified in Attachment 3.1, and (b) * * *, each in accordance with
the schedule of permitted charges for such services set forth in Attachment
3.1, * * *, each in accordance with the schedule of permitted charges specified
in Attachment 3.1. 1.15 Specifications shall mean ABs specifications for each of the
Bottles, each of the Applied Plastic Labels and all other labels applied to the
Bottles, each of the Packaging Components, and each of the pallets and other
packaging components to be used for bulk Bottles, and shall also include
packaging and unit load specifications for Bottle deliveries to each Brewery,
as communicated from time to time by AB to Anchor (provided AB gives Anchor at
least sixty (60) days advance notice) * * * 1.16 Term shall mean the term of the Agreement as described in Section
8.1(a) below. 1.17 Applied Plastic Labels shall mean all applied plastic labels used
to label any of the Bottles provided under this Agreement, and which conform to
the Specifications. 1.18 December 2000 Agreement shall mean that certain Glass Bottle Supply
Agreement between Anchor and AB dated as of December 18, 2000, as amended,
restated and/or replaced from time to time. 2. PURCHASE AND SALE OF PRODUCT. 2.1 Purchase Quantities. (a) During Contract Year 2004 and Contract Year 2005 Anchor shall make
available for purchase by AB, in the Specifications requested by AB, the
Maximum Production Quantity of Bottles, subject to ABs release of any portion
of such production in accordance with Section 2.1(c). During Contract Year
2004 and Contract Year 2005 AB shall purchase from Anchor, in the
Specifications requested by AB, the Requirements for such Contract Years.
During Contract Year 2004 and Contract Year 2005, Anchor shall not be obligated
to provide under this Agreement any Bottles in excess of the Maximum Production
Quantity. Without ABs express written consent, Anchor may neither reduce the
Maximum Production Quantity to less than the Rated Production Capacity nor
reduce the Rated Production Capacity.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 3




---



##### 



(b) During each of Contract Years 2006, 2007, 2008, and 2009, Anchor shall
make the applicable Requirements available for purchase by AB and AB shall
purchase the applicable Requirements from Anchor in the Specifications
requested by AB. (c) To the extent that Anchor may determine, from time to time, that the
Maximum Production Quantity exceeds the sum of the Requirements and any
additional Bottles being purchased by AB under this Agreement during Contract
Year 2004 or Contract Year 2005, Anchor shall so notify AB. AB shall have
fifteen (15) days after it receives such notice within which to notify Anchor
that AB will purchase such excess production, and the location to which such
Bottles are to be delivered; provided, that AB shall never be obligated to
notify Anchor before October 1 of the year prior to the Contract Year in which
AB would purchase such production. Any such purchases shall be under the same
terms and conditions set forth in this Agreement, except that if AB requests
such deliveries to locations other than the Breweries, any added charge for
transportation, delivery, insurance and warehousing shall be as negotiated, * *
* Anchor shall be free to sell to any third party any such excess which AB has
not committed to purchase under the foregoing provisions. 2.2 Annual Estimates. (a) On or before September 1, 2004 Anchor shall advise AB of the estimated
Maximum Production Quantity available from the Production Facilities in
Contract Year 2005. On or by October 1, 2004, AB shall advise Anchor of ABs
estimated Requirements for Contract Year 2005 for each Brewery, stated
separately for each Bottle size, shape and color to be produced for AB by
Anchor and any additional Bottles AB wishes to purchase. On or before February
1st of the following Contract Year, AB shall advise Anchor of any non-binding
changes to its initial estimates. (b) On or before November 1st of Contract Year 2005 and each Contract Year
thereafter, AB shall advise Anchor of ABs non-binding estimate of ABs Bottle
requirements for the following Contract Year, stated separately for each
Brewery and for each Bottle size, shape, color and type packaging (i.e., packed
Bottles or bulk Bottles) to be produced for AB by Anchor under this Agreement
and under all other bottle supply agreements between AB and Anchor in effect at
the time. On or before February 1st of the following Contract Year, AB shall
advise Anchor of any non-binding changes to its initial estimates. 2.3 Revised Estimates and Shipping Instructions. Each Contract Year
Anchor shall be able to access on BudExchange.Com or such other medium as AB
may subsequently designate each of the following non-binding estimates
supplementing the non-binding annual estimate provided to Anchor pursuant to
Section 2.2 above: (a) On or before the last business day of each month, ABs estimate for
each of the succeeding three months of the AB Bottle requirements to be
produced by Anchor under this Agreement and under all other bottle supply
agreements between AB and Anchor in effect at the time, stated separately for
each Brewery and by Bottle size, shape, color, carton style, and type of
packaging (i.e., packed Bottles or bulk Bottles).  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 4




---



##### 



(b) On or before the last business day of each week, a running eight (8)
week forecast of the AB Bottle requirements to be produced by Anchor under this
Agreement and under all other bottle supply agreements between AB and Anchor in
effect at the time, stated separately for each Brewery and by Bottle size,
shape, color, carton style, and type of packaging (i.e., packed Bottles or bulk
Bottles). (c) If Anchor requests, AB agrees to meet with Anchor at a time and place
mutually acceptable to the parties to discuss the estimates provided by AB
pursuant to Sections 2.3(a) and 2.3(b). (d) Anchor will report all shipments of Bottles upon their departure from
the specified Production Facility, including but not limited to, shipping
information related to truck load identification, expected delivery date,
delivery location, and quantity of Bottles in the load, in the format specified
by AB and using the electronic reporting media and software specified by AB. 2.4 Inventory. Anchor shall maintain at no additional cost to AB a
finished goods inventory of Bottles at either Production Facility or a
warehouse maintained by Anchor in the vicinity of the applicable Brewery * * *
However, to the extent that Anchor may elect to maintain an inventory in excess
of * * * with respect to any Bottle or carton style, AB shall have no
responsibility for any costs incurred by Anchor because of any graphics or
other changes to the Bottles or their Packaging Components or Applied Plastic
Labels. Without limiting the foregoing, Anchor agrees that it will always
maintain in such inventory * * * for each Brewery, allocated by * * * as
provided to Anchor in accordance with Section 2.3(b) above. 3. PRICE. 3.1 Selling Price. (a) Subject to any applicable changes provided in one or more of the other
provisions of this Section 3, the Selling Price for each size, color and shape
Bottle ordered by AB from Anchor under this Agreement for delivery at any time
during the Term is set forth in Attachment 3.1. 3.2 Intentionally Deleted. 3.3 Specification Changes. (a) If AB makes any changes to the Specifications of an existing Bottle
other than those directly relating to Lightweighting which (i) result in an
increase or decrease to the Manufacturing Costs for those particular Bottles
and/or (ii) necessitate that Anchor purchase or lease capital equipment not
otherwise required to satisfy its obligations under this Agreement prior to the
Specification change, then, subject to Section 3(d) below, the Base Price for
such Bottles shall be changed to a Base Price * * * shape, size and color set
forth in Attachment 3.1. This changed Base Price shall not exceed * * *
Anchor shall provide documentation of such changes in cost as AB may reasonably
request.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 5




---



##### 



(b) If at any time during the Term, AB should add a new Bottle shape, size
or color to its existing family of Bottles (a New Bottle), the Base Price for
such New Bottle shall be the Base Price * * * size, shape and color Bottle.
The Base Price for such New Bottle shall not exceed * * * Anchor shall provide
documentation of such charges or costs as AB may reasonably request. (c) Intentionally deleted. (d) (i) Before increasing or decreasing Base Prices pursuant to the terms
of Section 3.3(a), Anchor agrees to meet with AB to discuss written
documentation previously provided to AB by Anchor that specifies (A) in
reasonable detail why and how much Anchors Manufacturing Costs increased as a
result of the applicable Specification change and, if applicable, the cost of
the capital equipment purchased or leased by Anchor as a result of the
Specification change (the Increased Specification Change Costs) or the amount
by which Manufacturing Costs decreased as a result of the applicable
Specification change, and (B) the Base Prices Anchor proposes to increase or
decrease along with a detailed written explanation of the amount of each such
proposed increase or decrease. Anchor agrees that all such Base Price
increases or decreases, as the case may be, shall be allocated solely to the
Bottles affected by the applicable Specification change(s). (ii) Within thirty (30) days after the meeting specified in subsection (i)
above, AB may choose, in lieu of accepting any permitted Base Price increases,
to reimburse Anchor the amount of the Increased Specification Change Costs by
paying Anchor a lump sum cash payment or a stream of cash payments that would
reasonably result in Anchor receiving an economic benefit equivalent to or
better than Anchor would realize if permitted Base Price increases were
implemented. (iii) If AB fails to notify Anchor of its intentions within the time frame
specified in subsection (ii) above, Anchor may increase Base Prices pursuant to
the terms of Section 3.3(a). (iv) * * * If Anchor has to purchase and install new equipment at one or
more affected Production Facilities in order to implement the change within the
time frame required by AB, in which event the Specification change will be
deemed to have occurred immediately after the new equipment is purchased and
installed. AB also agrees that any request made by AB after October 31, 2003
that * * * Production Facility will be deemed a Specification change for
purposes of this Agreement once the * * * Production Facility ships * * * gross
(plus any additional amount reasonably attributable to productivity gains
achieved subsequent to October 31, 2003 that are not the result of additional
capital investments by Anchor) or more of * * * Bottles during a particular
Contract Year to one or more AB Breweries, * * * Production Facility will be
deemed a Specification change for purposes of this Agreement once the * * *
Production Facility ships, * * * gross (plus any additional amount reasonably
attributable to productivity gains achieved subsequent to October 31, 2003 that
are not the result of additional capital investments by Anchor) or more of * *
* Bottles during a particular Contract Year to one or more AB Breweries. 3.4 * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 6




---



##### 



(a) Subject only to the terms of Sections 3.4(b)-(e) below, if during any
Contract Year, Anchor or any of its Affiliates * * * in effect. The examples
set forth in Attachment 3.4(a) are intended to help illustrate how the terms of
this Section 3.4(a) should be applied. (b) The terms of Section 3.4(a) shall not * * * (c) The terms of Section 3.4(a) shall not * * * (d) * * * pursuant to the terms of Section 3.4(a), * * * (e) The examples set forth in Attachment 3.4(a) include an example under
the heading Section 3.4(e) Example, which illustrates a situation where the
terms of Section 3.4(a) shall not apply. 3.5 LightWeighting. Notwithstanding the foregoing provisions of this
Section 3, if AB makes a Lightweighting change to the Specifications for any
size, shape or color Bottle, which change Anchor or another source of Bottles
makes available to AB through current commercially available narrow neck press
and blow technology, * * * determined as follows. For each * * * of such * * *
will be * * *; provided, however, that for any such * * * resulting from such
change at each * * * where such Bottle is produced. If a Lightweighting change
is implemented through other forms of technology, the parties agree to discuss
and negotiate in good faith the allocation between them of any savings
resulting from such change. Such price reduction shall become effective as
such * * * and in any event within * * * weeks after such changed Bottle has
been qualified * * * on an operating Bottle production line. If AB notifies
Anchor within a reasonable period of time after the implementation of any such
Lightweighting change that Anchor should produce the applicable Bottle
according to the Specifications in effect prior to such Lightweighting change *
* * 3.6 Packaging Materials. (a) AB shall communicate to Anchor in accordance with the terms of Section
2.3(b) what amount of each Brewerys Requirements should be filled with packed
Bottles and what amount of each Brewerys Requirements should be filled with
bulk Bottles and Anchor shall fulfill such Requirements accordingly. (b) Subject to the following terms and conditions, Anchor agrees that,
upon ABs request, Anchor shall purchase from AB all partitions that make up a
part of the Packaging Components: (i) All purchases and the subsequent resale of such partitions shall be
made pursuant to the applicable terms of Section 3.6(c). (ii) If Anchor receives ABs request and notifies AB within a reasonable
time thereafter that such * * * will be conditioned upon Anchor and AB mutually
agreeing upon terms that allow Anchor to * * * in a reasonably timely manner.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 7




---



##### 



(c) Anchor and AB agree that each of the terms specified in this Section
3.6(c) that pertain to partitions are expressly subject to the terms of Section
3.6(b). Anchor shall purchase its inventory of Packaging Components and
Applied Plastic Labels from AB at a price designated by AB. The price
designated by AB will include the cost of loading, transporting, and unloading
such Packaging Components and Applied Plastic Labels at the applicable
Production Facility and may be different from the price agreed to between AB
and its respective suppliers of Packaging Components and Applied Plastic
Labels. Each shipment of Packaging Components received by Anchor and each
shipment of Applied Plastic Labels received by Anchor shall be clearly marked
and identified as ABs property and shall be and shall remain ABs property,
subject to no interest whatsoever of Anchor, any of Anchors creditors, or any
other third party until AB has taken a deduction for such Packaging Components
or such Applied Plastic Labels, as specified below, at which time title to such
Packaging Components or Applied Plastic Labels, as the case may be, shall
automatically pass to Anchor. Anchor will notify AB of Anchors receipt of a
delivery of Packaging Components and of its receipt of a delivery of Applied
Plastic Labels by no later than the next business day after each such receipt,
in each case in a manner specified from time to time by AB. After Anchor
receives a shipment of Packaging Components or Applied Plastic Labels, as the
case may be, AB shall deduct the amount it is charging Anchor for such
Packaging Components or Applied Plastic Labels from a subsequent payment owed
by AB to Anchor for Bottles, but no earlier than * * * after Anchor has
received such Packaging Components or Applied Plastic Labels. Anchor shall
charge AB for Packaging Components (other than partitions), as delivered to AB
with a Bottle shipment, at prices determined and communicated by AB to Anchor
from time to time, * * * to purchase such Packaging Components. Anchor shall
charge AB for partitions, as delivered to AB with a Bottle shipment, at prices
determined and communicated by AB to Anchor from time to time, which shall not
be less than the price originally paid by Anchor to AB to purchase such
partitions. Anchor shall charge AB for Applied Plastic Labels, as delivered to
AB with a Bottle shipment, at prices determined and communicated by AB to
Anchor from time to time, which shall be the price originally paid by Anchor to
AB to purchase such Applied Plastic Labels. Within thirty (30) days after the
end of each calendar quarter, Anchor shall also be entitled to charge AB for an
amount equal to * * * (d) Each of the Production Facilities can and does ship bulk Bottles from
time to time to the applicable AB Breweries. Attachment 3.6(d) specifies the
bulk Bottle production and delivery capacity of each Production Facility as of
October 31, 2003. Attachment 3.1 specifies the associated costs Anchor shall
be entitled to add to the applicable Base Prices for any bulk Bottles delivered
by Anchor to AB under this Agreement including the costs of pallets, top frames
and tier sheets Anchor is required to purchase pursuant to the terms of Section
5.3(b). (e) AB shall pay Anchor for the handling, assembly and insertion of the
Packaging Components and the handling and application of Applied Plastic
Labels, each in accordance with the schedule of permitted charges for such
services set forth in Attachment 3.1. Anchor shall inspect all Packaging
Components and all Applied Plastic Labels upon Anchors receipt of the same and
shall promptly notify both the applicable supplier and AB upon discovery of any
defective Packaging Components or defective Applied Plastic Labels, as the case
may be.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 8




---



##### 



3.7 * * * (a) On * * * of Contract Year 2005 and each Contract Year thereafter
during the Term (or if such day is a holiday or a Saturday or Sunday, the next
business day thereafter) a calculation will be made to determine whether AB is
obligated to pay * * * to Anchor (in each case a * * *) or whether Anchor is
obligated to pay * * * to AB (in each case, a * * *). (b) The amount of any * * * or * * * owing from or to AB during any
particular * * * shall be calculated as follows: (i) * * * (ii) * * * (c) * * * are each defined in Attachment 3.7(c). Attachment 3.7(c)
specifies * * * Attachment 3.7(c) also * * * (d) * * * as specified in Attachment 3.7(c). 3.8 Intentionally Deleted. 3.9 Base Price Adjustments. Subject to the terms of Sections 3.3, 3.4,
3.5 and 3.10, the Base Prices set forth in the Selling Price Attachment that is
included in Attachment 3.1 and * * * Subject to the terms of Sections 3.3,
3.4, 3.5 and 3.10, the Base Prices set forth in the Selling Price Attachment
that is included in Attachment 3.1 and * * * 3.10 * * * as follow (with examples of how this will work set forth in
Attachment 3.10 attached hereto): (a) Pursuant to the terms of Section 3.3(a) of this Agreement and Section
3.4(a) of the December 2000 Agreement, Anchor is entitled under certain
conditions to * ** Notwithstanding any terms in Section 3.3(a) of this
Agreement or Section 3.4(a) of the December 2000 Agreement to the contrary,
Anchor agrees that the amount of the * * * (b) The amount of the * * * not applied pursuant to the terms of Section
3.10(a) above shall be paid by Anchor to AB * * * 3.11 * * * 4. WARRANTY. 4.1 Express Warranties. Notwithstanding any independent investigation by
AB, Anchor represents and warrants to AB that: Each Bottle (i) will be
merchantable and fit for the purpose intended, which is a commercially
acceptable container for beverages; (ii) will be manufactured in accordance
with the Specifications and all function and taste requirements specified
therein; (iii) will conform to samples previously delivered to and approved by
AB; (iv) and the substances and materials used to produce such Bottle will be
free from defects in  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 9




---



##### 



materials and workmanship and will be permissible under applicable Federal
and State laws and regulations; and (v) will be delivered free from any
security interest, lien or other encumbrance. 4.2 FDA Compliance. Anchor represents and warrants that each Bottle and
each related article contained in and comprising each shipment or other
delivery to AB and all information and ingredient lists furnished for use by AB
in labeling such articles for resale, is (i) not adulterated or misbranded (or,
in the case of labeling information and ingredient lists not a cause of
misbranding when applied to such articles) within the meaning of the Federal
Food, Drug and Cosmetic Act, as amended, and not an article which may not be
introduced into interstate commerce, (ii) complies with the requirements of the
Poultry Products Inspection Act, the Meat Inspection Act and the Federal Food,
Drug and Cosmetic Act, as amended, to the extent that said Acts are then
effective and applicable, (iii) registered, if required, and not adulterated or
misbranded within the meaning of the terms of the Federal Insecticide,
Fungicide and Rodenticide Act, any state pure food act, or any other applicable
Federal, State or local law, (iv) not banned or misbranded within the meaning
of the terms of the Federal Hazardous Substances Act, (v) not an article which
cannot be legally transported or sold under the provisions of any Federal,
State or local law, and (vi) if an article which is or which contains a color
additive, such color additive is or will be from a batch certified by the
Seller, its subsidiaries, if any, or its suppliers, in accordance with the
Federal Food, Drug and Cosmetic Act, as amended, and all regulations issued
under said Act. 4.3 Fair Labor Standards. To the extent work is performed in the United
States in connection with the performance of Anchors obligations under this
Agreement, Anchor represents that all such work will be performed in compliance
with the requirements of the Fair Labor Standards Act of 1938, as amended.
Anchor further represents that all work performed in meeting its obligations
under this Agreement complies with the provisions of Executive Order No. 11246. 4.4 Flavor Standards. AB and Anchor acknowledge that the delivery of
Bottles under this Agreement is subject to their respective rights and
obligations as stated in the flavor standards addendum marked as Attachment 4.4
to this Agreement. 4.5 Indemnification. AB shall have all rights and remedies of a buyer
under the Uniform Commercial Code of Missouri (the UCC). Any purchases of
Bottles under the cover provision of Section 2-712 of the UCC shall be
applied in satisfaction of ABs Requirements under this Agreement. Anchor
shall in addition indemnify and hold harmless AB, its parent, subsidiary and
Affiliates and their respective directors, officers, employees, agents and
other representatives, from and against any and all costs, losses, liabilities,
damages, claims, judgments or expenses, including without limitation court
costs, attorneys fees and other legal expenses resulting from any alleged or
actual breach by Anchor of any representation or warranty set forth herein or
the failure by Anchor to perform in a timely manner any of its obligations
hereunder. Anchors obligations under the terms of the immediately preceding
sentence shall survive the expiration or earlier termination of this Agreement. 4.6 Pricing. The pricing provided to AB under this Agreement, including
but not limited to each Selling Price, is lawful.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 10




---



##### 



5. DELIVERY. 5.1 Delivery Terms. Anchor shall in accordance with the Specifications:
(a) package each Bottle shipment according to whether the applicable Bottles
are bulk Bottles or packed Bottles, (b) load the packaged Bottles for shipment,
and (c) deliver the Bottles F.O.B. the applicable Brewery. AB shall be
responsible for unloading at the applicable Brewery all bulk Bottles which need
to be manually unloaded and all packed Bottles and once AB commences unloading
title to and risk of loss pertaining to such Bottles shall pass to AB. Anchor
shall be responsible for unloading at the applicable Brewery all bulk Bottles
which may be automatically unloaded and after the completion of such unloading,
title to and risk of loss pertaining to such Bottles shall pass to AB. 5.2 Delivery Option. (a) Notwithstanding anything to the contrary in Section 5.1 above, AB
shall have an option, exercisable individually by AB with respect to each
Brewery and each Production Facility, to control the selection of freight
carrier and insurance provider used for shipments of Bottles from such
Production Facility or delivered to such Brewery, subject to the following
conditions: First, AB may only exercise this option in a way that does not
increase Anchors operating costs or adversely affect Anchors production and
delivery efficiencies. * * * (b) * * * (c) Anchor shall cooperate and assist AB in implementing such shipping
arrangements if AB exercises such option, subject to the foregoing conditions.
With respect to each shipping or delivery location for which AB exercises such
option, AB shall be responsible for and pay all related freight and insurance
charges, and Anchor shall deduct from the Base Price for all affected Bottles
the freight charges (per 1000 gross of Bottles) incurred by Anchor applicable
to such Bottle deliveries or shipments, based on the average charges of such
deliveries or shipments prior to the exercise of such option by AB. 5.3 Pallets. (a) Anchor agrees to use pallets supplied by AB to package and deliver all
of ABs packed Bottle Requirements pursuant to the terms of this Agreement.
Anchor and AB agree that until further notice all such pallets shall be ABs
standard 32 x 37 pallet. Both parties agree that the user fee Anchor owes AB
for such pallets has been reflected in the Selling Price for packed Bottles
and, as a result, Anchor shall not be required to send any payments to AB in
consideration for its use of such pallets. Anchor shall not take title to any
such pallets. Anchor shall exercise reasonable care in the use of such
pallets, but shall otherwise not be responsible for the replacement or
maintenance and repair of such pallets should any of them be lost or damaged
due to no fault of Anchor. Subject to * * * right to seek reimbursement from
* * * in certain instances as specified below, * * * shall be responsible for
arranging and paying for transportation necessary to transport any and all such
pallets to the respective Production Facilities specified in the table below: Production Facility To
    
    Dollar Amount
  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 11




---



##### 



Which Pallets Are Shipped
    
    Per PalletWarner-Robins, GA
Jacksonville, FL
    
    $* * *
$* * *
 * * * shall be entitled to seek reimbursement from * * * for the amount of the
excess * * * is entitled to seek reimbursement from * * * for $* * * AB agrees
to work with Anchor to help Anchor minimize the freight costs Anchor is
responsible for under this Section 5.3(a). At the expiration or earlier
termination of the Term, Anchor shall return all such pallets in its possession
to AB. (b) Anchor shall purchase on its own account 100% of the pallets, top
frames, tier sheets, and all other materials required by Anchor to package and
deliver ABs bulk Bottle Requirements in accordance with the Specifications.
Attachment 3.1 specifies the amount Anchor shall be entitled to add to the Base
Prices for bulk Bottles to account for the cost of such pallets, top frames,
tier sheets, and other materials and other packaging costs associated solely
with bulk Bottles. 6. PAYMENTS. 6.1 Payment Due Date. AB shall pay Anchor for all Bottles purchased
hereunder, based on the date of to the applicable Brewery. Terms of payment
shall be payment in full within * * * after AB receives the Bottles, subject to
any additional days provided pursuant to the terms of the Electronic Payments
Agreement attached hereto and marked as Attachment 6.1, as it may be amended
from time to time pursuant to its terms. Any amounts payable by either party
under any provision of this Agreement which are due on a Saturday, a Sunday, or
a public holiday generally recognized in the United States, shall instead be
due and payable on the first business day thereafter. 6.2 Purchase Orders. AB and Anchor may exchange standard form documents
(such as purchase orders) for administrative and informational purposes, and
the terms and conditions stated thereon shall neither modify, amend or
supplement the terms and conditions stated in this Agreement. 6.3 Electronic Transactions. AB and Anchor acknowledge that this
Agreement is subject to the agreement pertaining to the electronic exchange of
information between the parties in the form of that Trading Partner Agreement
made as of January 1, 2001 marked as Attachment 6.3 to this Agreement and
signed by each of them, as it may be amended from time to time pursuant to its
terms. Anchor and AB agree that the terms of Section 4.1 of the attached
Trading Partner Agreement are deleted in their entirety and replaced with the
following: 4.1 Termination. The term of this Agreement shall continue for so
long as either of the following two agreements between AB and Trading
Partner remain in effect: (a) Amended and Restated Southeast Glass Bottle
Supply Agreement effective as of January 1, 2004, as it may be amended,
restated and/or supplemented from time to time, and (b) Glass Bottle
Supply Agreement dated as of December 18, 2000, as it may be amended,
restated and/or supplemented from time to time. Termination of this  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 12




---



##### 



Agreement shall not affect the respective obligations or rights of
the parties arising under any Documents or otherwise under this Agreement
prior to the effective date of such termination. 7. FORCE MAJEURE. 7.1 The Events. (a) Each party shall be relieved of its obligation to perform any part of
this Agreement to the extent its performance is prevented or rendered
impracticable by events beyond its reasonable control, which events may
include, without limitation, fire, storm, flood, earthquake, and other Acts of
God, and explosion, accident, acts of the public enemy, riots and other civil
disturbances, sabotage, court injunctions, transportation embargoes, shortages
of materials, strikes, lockouts, work stoppages and other labor disputes, acts,
regulations or other requirements of domestic or foreign federal, state,
county, municipal, or local governments or branches, subdivisions or agencies
thereof, including, without limitation, any such acts, regulations or other
governmental requirements making it unlawful (such as by an outright ban) or
commercially impractical (such as by the imposition or increase of deposit
requirements or other action directly or indirectly affecting beer or its
packaging) to manufacture or package beer in bottles, or to sell or distribute
beer in packaging of any type (the Force Majeure), subject to the various
limitations provided in this Section 7. Force Majeure shall further include,
without limitation, any imposition or increase of any excise tax or similar
charge by any governmental authority on the manufacture, packaging, possession,
storage, sale or distribution of beer, and ABs obligations to purchase shall
be deemed to have been rendered impracticable thereby, without any direct proof
of causation, to the extent that there is any decrease in the demand of beer
manufactured, sold or distributed by AB after such Force Majeure event occurs. (b) Notwithstanding the foregoing, Anchor acknowledges that Force Majeure
will not include a strike, lockout, work stoppage or other labor dispute
affecting any of the Production Facilities, and in the event of such a labor
dispute at any of the Production Facilities, Anchor agrees to use its
commercially reasonable best efforts to operate any affected Production
Facility with management or other personnel to the full extent necessary to
satisfy the Requirements. (c) Anchor agrees that if picketing, a work stoppage, a strike or any
refusal to work of or by any of ABs employees or any employees of any AB
contractor occurs at one or more of the Breweries or any other facilities owned
or operated by AB, Anchor shall still cause deliveries of Bottles to continue
to the Breweries as otherwise required hereunder, but if any of the carriers
transporting the Bottles to the Breweries express concern to AB about the
safety of their drivers or their equipment at the Breweries during any such AB
labor dispute, AB shall take all actions reasonably necessary to insure the
safety of such drivers and equipment once they reach the Breweries. 7.2 Notice. (a) Each party will immediately notify the other party of the occurrence
of any Force Majeure that may affect its performance of this Agreement.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 13




---



##### 



(b) If any Force Majeure event occurs affecting one or more Production
Facilities or deliveries, Anchor will: (i) use commercially reasonable efforts to operate the affected Production
Facilities prior to any other Anchor bottle production facility, so long as
such actions by Anchor are not in violation of any agreements Anchor is a party
to as of the date of this Agreement; (ii) use commercially reasonable efforts to provide Bottles to AB from the
affected Production Facilities; (iii) use commercially reasonable efforts to provide Bottles to AB which
Anchor is not able to supply from Production Facilities affected by the Force
Majeure from Production Facilities and/or other Anchor bottle production
facilities not affected by the Force Majeure; and (iv) give AB priority of production from each of the Production Facilities
and each of Anchors other bottle production facilities and their respective
equipment and furnaces, so long as such actions by Anchor are not in violation
of any agreements Anchor is a party to as of the date of this Agreement. (c) With respect to Bottles supplied by Production Facilities unaffected
by the Force Majeure pursuant to subsection (iii) above, Anchor will use
commercially reasonable efforts to ship such Bottles from Production Facilities
or such other bottle production facilities that will minimize freight charges. (d) * * * represents and warrants that as of the date of this Agreement it
is not a party to any other agreement (other than agreements with AB) which
entitles the other party thereto * * * or requires that * * * in the event of a
* * * and * * * covenants that during the Term it will not agree to or allow
any such terms to be included in any agreement or renewal or restatement it
enters into with any party * * * after the date of this Agreement. (e) If a Force Majeure event occurs affecting a particular Brewery, AB
will use commercially reasonable efforts to allocate to Anchor Bottle
requirements at other Brewery locations, subject to ABs other contractual
commitments. 7.3 Rights. If Anchors performance hereunder is suspended due to Force
Majeure, then AB shall have, in addition to such other rights which it may have
as a buyer under the Uniform Commercial Code or otherwise, the right to procure
alternative sources of Bottle supply on commercially reasonable terms with
respect to all Bottles not delivered by Anchor because of the Force Majeure,
which may require an alternative Bottle purchase commitment by AB for a period
of time which extends beyond the Force Majeure affecting Anchor. Any such
alternative purchases of Bottles by AB shall be applied to its obligation to
purchase the Requirements. 7.4 Intentionally Deleted.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 14




---



##### 



7.5 Termination Because of Force Majeure. If all or a substantial part of
either partys performance hereunder is prevented or suspended by reason of
Force Majeure for more than ninety (90) consecutive days at any one time, or
more than one hundred eighty (180) days in the aggregate during the Term, then
the other party shall have the right to immediately terminate this Agreement
(upon notice to the party affected by the Force Majeure). Such termination
shall be without liability with respect to the obligations so terminated. 8. TERM AND TERMINATION. 8.1 Term. (a) The Term of this Agreement shall begin on January 1, 2004 and,
unless terminated earlier in accordance with the terms of this Agreement, shall
remain in effect through and including December 31, 2009. 8.2 Rights of Termination. (a) Subject to the terms of Section 8.3 and in addition to any right of
termination granted elsewhere in this Agreement, either party shall have the
right at any time to terminate this Agreement, without prejudice to any other
legal rights to which such terminating party may be entitled, upon the
occurrence of any one or more of the following: (i) Material breach by the other party in the performance of any of the
provisions of this Agreement, which breach is not cured within thirty (30) days
following written notice of such breach to the defaulting party; (ii) The making by the other party of an assignment for the benefit of
creditors; (iii) The appointment of a trustee or receiver or similar officer of any
court for the other party or for a substantial part of the property of the
other party, whether with or without the consent of the other party; (iv) The institution of bankruptcy, reorganization, insolvency or
liquidation proceedings by or against the other party without such proceedings
being dismissed within thirty (30) days from the date of the institution
thereof; or (v) A material breach by the other party of any of its representations or
warranties set forth herein. (b) Subject to the terms of Section 8.3 and in addition to any right of
termination granted elsewhere in this Agreement, AB shall have the right at any
time to terminate this Agreement, without prejudice to any other legal rights
to which AB may be entitled, upon the occurrence of one or more defaults by
Anchor under the terms of the December 2000 Agreement and Anchors failure to
cure any such default(s) within the period of any applicable cure period
specified in the December 2000 Agreement.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 15




---



##### 



(c) Either party which exercises a right of termination under the
foregoing provisions of Section 8.2(a) or 8.2(b) may exercise such right by
delivery of a termination notice which shall provide that such termination is
effective not less than ninety (90) days nor more than twelve (12) months after
the date such notice is issued, at the choice of the party exercising such
right of termination. 8.3 Effect of Termination. Termination of this Agreement for any reason
provided herein shall not relieve either party from its obligation to perform
up to the effective date of such termination or to perform such obligations as
may survive termination. If payments attributable to periods after the
termination of the Agreement have been made before the termination of the
Agreement, the party receiving such payments shall refund the payments so
attributable promptly after the termination of the Agreement. If payments
attributable to periods before the termination remain unpaid upon the
termination of the Agreement, the party required to make such payments shall do
so promptly after the termination of this Agreement. Nothing in this Section
shall limit the rights otherwise available to a party arising from the breach
of the provisions hereof. 8.4 Supplier Certification Requirements. (a) Anchor agrees to use its commercially reasonable best efforts to
achieve Select Status at each Production Facility by * * * Select Status
is described in the Supplier Certification Program attached to this Agreement
as Attachment 8.4(a). Anchor agrees that the Supplier Certification Program
may be revised from time to time after October 31, 2003 in accordance with the
rules regarding Specification changes set forth in Section 3.3(a) and for the
purposes of this Section 8.4(a) only all references in Section 3.3(a) to
Specifications shall be deemed to mean the Supplier Certification Program.
If the terms of the Supplier Certification Program are changed pursuant to the
terms of the preceding sentence or otherwise through mutual agreement of the
parties, the target date of * * * may be revised accordingly. (b) AB agrees that any failure of Anchor to achieve Select Status at
either or both of the Production Facilities shall not be considered a material
breach of this Agreement giving rise to a right by AB to terminate this
Agreement. (c) AB may, upon notice to Anchor, terminate or phase out ABs purchase of
Bottles from any Production Facility that fails to achieve Select Status by * *
* or by such other date as may be mutually agreed upon by the parties as a
result of an amendment to the terms of the Supplier Certification Program, or
fails to maintain Select Status after achieving it if (i) such failure is a
result of Anchor ceasing to make reasonable efforts to attain or maintain
Select Status at such Production Facility after Anchor receives notice from AB
and has a reasonable opportunity to cure, or (ii) such failure is based on a
deficiency which may reasonably be expected to adversely affect the quality,
flavor, or safety characteristics of the Bottles being delivered to AB from
such Production Facility. In such event, Anchor may replace such Bottles with
deliveries from another approved Production Facility, provided that AB shall
not be required to pay any additional charge for transportation, storage or
delivery from such alternative Production Facility. * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 16




---



##### 



8.5 Facilities Management Requirements. (a) Each Production Facility and each warehouse used by Anchor to store
Bottles is subject to inspection by AB, as further provided in Section 10
below. AB will determine a Facility Management Inspection Score for each
Production Facility and each warehouse used to store Bottles after each
inspection, based on the criteria stated in Attachment 8.5(a). AB shall be
entitled to make any change to the criteria after October 31, 2003 so long as
the change is reasonably related to improving the quality, flavor or safety
characteristics of Bottles delivered to AB and the rules regarding
Specification changes set forth in Section 3.3(a) are adhered to (in which
event, for the purposes of this Section 8.5(a) only, all references in Section
3.3(a) to Specifications shall be deemed to mean the criteria stated in
Attachment 8.5(a)). (b) In addition to Anchors duty to achieve and maintain Select Status at
each Production Facility, as set forth in Section 8.4 above (which Select
Status is based, in part, on the Facility Management Inspection Score), AB may,
upon notice to Anchor, terminate or phase-out its purchases of Bottles from any
Production Facility based upon (i) a deficiency noted during any AB inspection
which may reasonably be expected to adversely affect the quality, flavor, or
safety characteristics of any of the Bottles being delivered to AB from such
Production Facility or from the warehouse servicing such Production Facility,
or (ii) Anchor ceasing to make reasonable efforts towards continuous
improvements in their Facility Management Inspection Score at such Production
Facility or such warehouse after being notified by AB and given a reasonable
opportunity to cure. (c) If AB exercises its right to terminate or phase-out purchases of
Bottles from any Production Facility pursuant to the terms of Section 8.5(b),
Anchor may replace such lost deliveries of bottles in the manner provided in
Section 8.4(c) above, * * * (d) Anchor acknowledges the stringent appearance standards maintained by
AB with respect to not only its own facilities, but also those of its
suppliers. Anchor accordingly agrees to ensure that each of the Production
Facilities, the delivery vehicles used to deliver Bottles to any of the
Breweries, and each of the warehouses used to store Bottles prior to such
delivery are each maintained using the highest practicable standards for
sanitation and housekeeping. Anchor further agrees to ensure that such
delivery vehicles, such warehouses, and each of the Production Facilities are
each maintained so that they present a clean, high quality appearance. Anchor
further agrees to cause each individual working in a warehouse in which Bottles
are stored by Anchor or any of its contractors from time to time prior to
delivery to a Brewery, to represent to AB in a writing in the form of
Attachment 8.5(d) that they have not in any way tampered with any of the
Bottles in an effort to contaminate or make such Bottles unsafe or anything
other than in compliance with the Specifications. 8.6 Universal Quality Standards. (a) AB maintains a quality measure for each production facility (whether
or not owned or operated by Anchor) supplying Bottles to ABs domestic
breweries which, without limitation, takes into account the number, frequency,
and severity of each of the following regarding the applicable production
facility and the Bottles such production facility  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 17




---



##### 



delivers to one or more AB breweries: (i) defective material reports, (ii)
consumer complaints, (iii) downtime experienced at the AB breweries receiving
Bottle deliveries from the applicable production facility, (iv) Bottles that
are not in accordance with the Specifications, (v) defects in materials and
workmanship, and (vi) flavor, health, sanitation, and safety issues. A
weighted average of the quality measure is prepared by AB on a monthly basis
based on the volume of Bottles supplied by each such production facility (the
Weighted Average Quality Measure). (b) Without limiting the terms of Sections 4, 8.4 or 8.5 or any of ABs
rights and remedies thereunder, Anchor agrees that beginning in Contract Year *
* * and at all times thereafter during the Term the quality measure determined
by AB on a monthly basis for each Production Facility (in each case, a
Production Facility Quality Measure) will equal or exceed the Weighted
Average Quality Measure in effect at the time. If Anchor receives written
notice from AB that a Production Facility Quality Measure for one or both of
the Production Facilities is less than the applicable Weighted Average Quality
Measure, Anchor will have nine months from its receipt of said notice to raise
and maintain the quality of the Production Facility or Facilities in question
to a level that is equal to or above the applicable Weighted Average Quality
Measure. (c) If Anchor fails to satisfy its obligations specified Section 8.6(b),
Anchor agrees to meet with AB promptly thereafter and negotiate in good faith
reasonable remedies in favor of AB including, without limitation, delivery of
Bottles required under this Agreement from one or more alternate Anchor
production facilities (other than the Production Facility or Facilities with
quality issues) at the same Selling Price AB would have paid if the Bottles had
been delivered from the Production Facility or Facilities experiencing quality
issues. 9. AUDITS. 9.1 Scope of the Audits; Auditors. Each party shall have the right to
audit information (i) used to determine the Selling Price and any changes to it
and its constituent components including, without limitation, all information
necessary to determine whether the terms of Section 3 (and each of the sections
and subsections thereunder) have been fully complied with, (ii) pertaining to
improper payments referred to in Section 16.5 below, and (iii) provided by the
other party pursuant to the terms of this Agreement in addition to the
information specified in subsections (i) and (ii) above. All audits shall be
performed by a nationally recognized public accounting firm mutually acceptable
to the parties, or in the absence of other agreement between the parties,
PriceWaterhouseCoopers (the Auditor). 9.2 Costs. The full cost of any audit shall be borne by the requesting
party, unless a material discrepancy adverse to the requesting party is
uncovered by the audit and such material discrepancy is caused by the actions
of the other party or the other partys failure to act; in which case the
audited party shall then bear 100% of the cost of the audit. A material
discrepancy shall be any discrepancy or group of discrepancies which, in the
aggregate for any one audit, would result in a payment by one party to the
other of an amount equal to or greater than $25,000 or an adjustment in what
one party owes to the other under this Agreement in an amount equal to or
greater than $25,000.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 18




---



##### 



9.3 Maintenance of Records. Each party shall maintain records in
sufficient detail to permit an acceptable audit, and, without limiting the
foregoing, shall maintain each such record (i) for one full year after the
expiration or earlier termination of this Agreement and (ii) for so long as any
audit pertaining to such record is pending. The Auditor shall be given access
to any and all records that it deems necessary to conduct the audit. 9.4 Notice. Prior to requesting an audit, the requesting party shall
notify the other party of its intent to exercise its audit rights. The other
party shall then be allowed a reasonable amount of time (not to exceed 30 days)
to explain/resolve the question to the satisfaction of the requesting party,
and thus eliminate the need for an audit. 9.5 Audit Procedures. If the requesting party is not satisfied with the
explanation provided by the other party pursuant to the terms of Section 9.4
and determines that an audit should be conducted, the parties shall in good
faith make reasonable efforts to mutually agree upon a joint letter of
instruction for the Auditor which shall describe the format and procedure the
Auditor shall undertake and the documents it will examine in the course of its
audit. If the parties are unable to agree on the terms of the letter of
instruction, the Auditor shall make its examination and determination in
accordance with written instructions provided by the requesting party. A copy
of said written instruction shall be provided to the other party no later than
five (5) business days prior to the Auditor commencing its audit; provided
that, prior to commencing such audit, the Auditor shall have agreed to hold in
confidence and not disclose to anyone, including the other party, unless
required by law, any of the information that the parties have designated in
writing as confidential. Each party is obligated to furnish or make available
to the Auditor such information in the partys possession as is required in the
Auditors reasonable opinion to conduct the audit. The Auditor shall provide
both parties with a final written conclusion of compliance or noncompliance and
the amount of the discrepancy, if any, but shall not otherwise disclose any
confidential information of either party. If the Auditor discovers any
discrepancy, the Auditors conclusions shall specify the amount owed to AB or
Anchor, and, in either event, a general statement as to the basis for the
discrepancy. 9.6 Survival of Rights. The provisions of this Section 9 shall expressly
survive expiration or termination of this Agreement for a period of two (2)
years. 10. PLANT VISITS. Subject to Section 11 below, Anchor shall allow employees and
representatives of AB and Anheuser-Busch Companies, Inc. who have a legitimate
and non-competitive purpose to visit the Production Facilities during normal
business hours and upon at least three (3) business days notice; provided,
however, where the purpose of the visit is for health, sanitation or quality
control inspections, no notice need be given to Anchor. Such employees and
representatives shall have full access to all phases of operation but shall not
unreasonably interfere with Anchors operations. All such employees and
representatives shall abide by all applicable rules and regulations of the
Production Facilities with respect to visitors.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 19




---



##### 



11. CONFIDENTIALITY. Each party, and their respective employees, officers, directors,
representatives, subsidiaries, affiliates, assigns, subcontractors and any and
all persons or business entities acting under one or any of them (the
Disclosees), shall treat in confidence and not disclose to others any
confidential information of the other, which such Disclosees may have furnished
to them by the other party hereto or by any third party, or which such
disclosees may have accessed in the performance of this Agreement, except to
the extent that any such information is (i) generally available to those
skilled in the art, (ii) acquired from a third party rightfully having such
information and under no obligation to not disclose it to the Disclosees, (iii)
already lawfully in the Disclosees possession or (iv) developed by a Disclosee
independently of any confidential information disclosed to such party by, or
learned by such party from, the other party (the Information). For purposes
of this Agreement, subject to the four exceptions set forth in the preceding
sentence, information regarding a partys cost of materials, production, raw
materials, labor and other costs, suppliers, customers and technology, whether
or not labeled or described by such party as confidential, shall be
considered confidential information and within the definition of
Information, in addition to any other information identified from time by
such party as confidential. However, notwithstanding the foregoing, * * *
may disclose * * * 12. PUBLIC STATEMENTS. In the event that Anchor is required under applicable law to file the
Agreement or any related document pertaining to the Agreement or its
performance with the Securities and Exchange Commission or any other regulatory
authority, Anchor shall promptly notify AB of such requirement and (i) use
reasonable efforts to obtain confidential treatment of any portion of the
Agreement or related document for which such treatment is requested by AB, (ii)
to the extent requested by AB and permitted by law, delete the most highly
confidential elements of the form of Agreement submitted for filing, including
but not limited to all price and other financial terms, (iii) promptly notify
AB of any attempt by any party to obtain access to any portion for which
confidential treatment has been requested and (iv) at the request of AB, use
reasonable efforts to defend against any such attempt. Prior to including any
discussion of the Agreement or any related document in any document to be filed
with the Securities and Exchange Commission or any other regulatory authority,
Anchor shall provide such discussion to AB and shall make such changes thereto
as may be requested by AB within 20 days after AB has received a copy of such
proposed discussion, except to the extent that such changes would violate
applicable law. Anchor shall be free to file any proposed discussion for which
AB has not requested changes within such 20 day period. 13. NOTICES. All notices from one party to the other under the terms of this Agreement,
unless otherwise directed, shall be hand delivered or sent by fax or certified
mail or by a responsible overnight courier, addressed to the parties at the
addresses indicated below and shall be deemed delivered on the date of receipt,
or the business day next succeeding the date of posting if mailed: If to AB:  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 20




---



##### 



ANHEUSER-BUSCH, INCORPORATED
c/o Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Attention: Vice President, Corporate Purchasing
Fax Number: 314/577-9750 If to Anchor: ANCHOR GLASS CONTAINER CORPORATION
4343 Anchor Plaza Parkway
Tampa, Florida 33634
Attention: President
Fax Number: 813/882-5735 14. ASSIGNMENT. Neither party hereto shall assign its rights or obligations under this
Agreement to any third party without the prior written consent of the other. 15. INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall create an association
partnership, joint venture or the relation of principal and agent (except as
specifically set forth herein). Neither of the parties hereto shall have any
authority to bind the other in any way except as stated herein. The parties
recognize that during the Term of this Agreement, there will be employees of
either party upon the premises of the other. It is understood and agreed that
on such occasions the employees of each party shall remain the employees of
that party solely, and that party shall be solely responsible for the wages and
benefits for its employees, and any injuries which are sustained by such
employees shall be covered under the Workers Compensation insurance contracts
of the respective employers. 16. ADDITIONAL AGREEMENTS. 16.1 Maintenance of Corporate Existence. Either party shall at all times
maintain its corporate existence. Each party will do or cause to be done all
things necessary to preserve and keep in full force and effect its rights
(charter and statutory), licenses and franchises. 16.2 Merger, Consolidation, Asset Sale. (a) AB may terminate this Agreement upon at least ninety (90) days notice
to Anchor, if (i) more than forty percent (40%) of Anchors equity securities
are sold, conveyed, or assigned to a third party or a group, or a sufficient
amount of such equity securities are sold, conveyed or assigned to a third
party or group to enable them to control the selection of a majority of the
members of Anchors board of directors or of Anchors equivalent highest level
of management; provided, however, that the terms of this subsection (i) shall
not be triggered by  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 21




---



##### 



any public offering of Anchors equity securities nor shall it be
triggered by any sale, conveyance, or assignment of some or all of Anchors
equity securities to a third party or a group that (A) is a shareholder or
Affiliate of Anchor as of October 31, 2003, (B) is specified in Attachment
16.2(a) of this Agreement, and (C) is a shareholder or Affiliate of Anchor at
the time of any such sale, conveyance or assignment, (ii) Anchor or any
Affiliate of Anchor consolidates with, merges into, becomes an Affiliate of, or
acquires a controlling interest in (A) any other corporation (or other form of
business organization) which is a competitor of AB by engaging in any of the
following lines of business: production, marketing or distribution of any brand
of beverage products or the operation of public entertainment parks, or (B) any
producer of Beverage Bottles which has production facilities situated in the
United States; (iii) Anchor or any Affiliate of Anchor consolidates with or
merges into, or becomes an Affiliate of any other corporation (or other form of
business organization) the result of which is a change in Anchor s financial
condition which materially adversely affects Anchors ability to perform this
Agreement; or (iv) Anchor sells, leases or otherwise transfers full or partial
control or ownership of any Production Facility to any third party which is not
an Affiliate of Anchor; provided, however, that Anchor shall be entitled to
engage in a sale and leaseback transaction involving one or more of the
Production Facilities with one or more financial institutions without AB being
entitled to invoke its rights under this Section. (b) In addition to the rights granted under sub-section (a) above, AB
shall have a sixty (60) day right of first refusal prior to any sale or
transfer to a third party by Anchor of either Production Facility (either
directly or as a part of a larger transaction involving the stock or additional
assets of Anchor or any of its Affiliates). Anchor may not accept any offer of
any third party to purchase either of the Production Facilities (independently
or as part of a larger transaction) until AB has had sixty (60) days within
which it may exercise its right of first refusal in accordance with this
Section 16.2(b). Anchor shall require any third party proposing to purchase
the Production Facilities to submit either (i) a written offer for one or both
of the Production Facilities, independent of other assets or interests of
Anchor or its Affiliates, or (ii) dual offers for the stock or assets of Anchor
that in the alternative would include assets in addition to the Production
Facilities or an offer for the other assets or the stock of Anchor which
excludes both Production Facilities. In that event, the price to AB for the
Production Facilities for purposes of its exercise of this right of first
refusal shall be the difference between the two prices offered for Anchor or
its assets, either including or excluding the Production Facilities. Any
non-monetary portion of the amount offered consideration which is impossible or
impractical for AB to perform or otherwise satisfy shall be valued at its fair
market value, and such amount shall be added to the monetary portion of such
third partys offer for purposes of determining the amount of ABs right of
first refusal. AB shall have a period of sixty (60) days after receiving such
offer to notify Anchor that AB is electing to purchase the Production
Facilities at the proposed price, as adjusted, if necessary, as described
above, and in accordance with all other applicable terms and conditions of such
offer. If AB does not notify Anchor of its exercise of such right of first
refusal, Anchor shall be free to complete the sale of the Production Facilities
to such third party in accordance with the particulars of such offer, as
disclosed to AB. 16.3 Insurance.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 22




---



##### 



(a) At all times during the Term, Anchor shall have and shall maintain in
full force and effect the following insurance coverages: (i) Commercial General Liability Insurance, including without limitation
Products Liability coverage, with minimum limits per occurrence and in the
aggregate of at least Ten Million Dollars ($10,000,000). This coverage shall
be endorsed to name AB and each of its subsidiaries and affiliates as
additional insureds, and to evidence such endorsement, Anchor will provide a
certificate of insurance from a licensed insurance broker stating the
following: The following are additional insureds: Anheuser-Busch Companies, Inc.,
and its direct and indirect subsidiaries and affiliated entities,
including any entity directly or indirectly controlling, controlled by or
under common control of it, including, without limitation,
Anheuser-Busch, Incorporated. (ii) Property Insurance, including fire and extended coverage, for all
risks of physical loss or damage to the buildings and property of Anchor,
including each of the Production Facilities and all Bottles stored on all
property owned or leased by Anchor. Such insurance coverage shall have a
minimum limit adequate to cover risks on a replacement cost basis. (iii) Workers Compensation Insurance, including Employers Liability
coverage, with minimum limits per employee and per event of not less than One
Million Dollars ($1,000,000). Such coverage shall include, where permitted by
state law, a waiver of subrogation applicable to each of the additional
insureds identified in subsection (a) (i) above; provided that AB also waives
subrogation (to the extent permitted by law) with respect to claims against
Anchor in ABs policy of Workers Compensation Insurance and provides evidence
thereof to Anchor. (b) The insurance described in subsection (a) above shall be provided by
one or more nationally recognized insurance carriers which each has a rating of
at least A- or better, Size IX or larger, by the A.M. Best rating service,
or if the Best rating service is no longer available, an equivalent rating by
another nationally recognized insurance rating service designated by AB. Such
insurance shall be primary and non-contributing with respect to any insurance
maintained by AB. Such insurance shall contain a separation of insureds
endorsement, a severability of interests endorsement, or an equivalent
endorsement. To the extent any such coverage is written on a claims-made
basis, it shall have a retroactive date no later than the start of this
Agreement and notwithstanding termination of this Agreement, shall allow for
reporting of claims until at least 2 years beyond the expiration of this
Agreement, either directly or through tail coverage purchased at the sole
cost and expense of Anchor. (c) Within thirty (30) days after the execution of this Agreement, Anchor
shall provide AB with a certificate from its licensed insurance broker
evidencing the foregoing coverages effective as of the start of this Agreement,
and providing that AB shall be given at least thirty (30) days notice of
cancellation, non-renewal or restrictive endorsement with respect to any of the
foregoing coverages. Anchor shall provide AB with similar certificates
evidencing renewal of such coverage prior to the expiration of any such
policies of insurance,  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 23




---



##### 



and shall use its commercially reasonable best efforts to provide such
certificates at least thirty (30) days or more prior to expiration of the
applicable coverage. 16.4 Efforts to Minimize Costs. (a) Anchor shall at all times use reasonable diligence to seek and procure
its requirements of all materials and equipment at the lowest available prices
(taking into account all relevant factors, including quality and service), and
shall likewise minimize all plant costs in a manner consistent with prudent
management practices, including, without limitation, adherence to total quality
management practices and statistical process control. (b) The long-term objective of AB and Anchor is to implement any cost
saving measures that result in declining costs over the life of the Agreement
and beyond. To accomplish the goal, joint Cost Reduction Teams will be
formed between AB and Anchor to study areas of cost and recommend changes to
reduce the costs. Any savings generated will be distributed as agreed to by
Anchor and ABs Corporate Purchasing Department. 16.5 Improper Payments. Anchor hereby warrants that no payments have been
or shall be made, directly or indirectly, by or on behalf of Anchor to or for
the benefit of any AB employee or agent who may reasonably be expected to
influence the decision to purchase Bottles. As used herein payments shall
include money, property, services and all other forms of consideration. AB may
verify this warranty in accordance with the audit provisions in Section 9
above. 16.6 Cullet. Anchor shall offer AB (or its designated Affiliate) the
opportunity to sell cullet to Anchor at market prices, so long as such sales do
not conflict with Anchors cutlet supply agreements in effect on the date
hereof, or with Anchors internal cullet supply system, and so long as Anchor
is then buying cullet. 16.7 One Agreement. Anchor acknowledges that ABs purchase of Bottles
from Anchor under this Agreement and under the December 2000 Agreement are
considered, discussed, negotiated, and administrated by Anchor and AB as one
agreement instead of two separate agreements. Accordingly, Anchor and AB each
acknowledge and agree that in addition to any other rights of set off or
recoupment that AB may have against Anchor, AB is authorized, without notice to
Anchor (any such notice being expressly waived by Anchor), to set off and apply
against amounts that may become payable by Anchor to AB under this Agreement,
any present or future amounts owing by AB to Anchor that arise under this
Agreement or any other present or future agreements between AB and Anchor
including, without limitation, the December 2000 Agreement. 16.8 * * * (a) Subject to the terms of Section 16.8(b), Anchor agrees that in order
for AB to receive a * * * (b) * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 24




---



##### 



17. REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor covenants, represents and warrants to AB as follows: 17.1 Corporate Existence and Power. Anchor is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, has full corporate power and authority to carry on its business as
now conducted and as currently proposed to be conducted, and to execute,
deliver and carry out the terms of this Agreement, has all permits and
authorizations necessary to carry on its business as presently conducted, and
is duly qualified to do business as a foreign corporation in good standing in
each jurisdiction wherein the nature of Anchors business and operations or the
character of the properties owned or held under lease by Anchor makes such
qualification necessary and in which the failure to so qualify would have a
materially adverse effect on the business, prospects, profits, condition or
operations, financial or otherwise, of Anchor. 17.2 Authorization; No Legal Bar. The execution, delivery and performance
by Anchor of this Agreement have been duly authorized by all necessary
corporate action on the part of Anchor and do not require any approval of
Anchors shareholders or approval or consent of any holder (or trustee of any
holder) of any indebtedness or other obligations of Anchor except such as have
been duly obtained, certified copies whereof have been delivered to AB, and
neither the execution and delivery nor the performance by Anchor of this
Agreement does or will contravene any law or governmental rule or regulation,
or any judgment or order, applicable to or binding on Anchor or any of its
subsidiaries, or Anchors charter documents, or result in any breach of or
constitute any default under, or result in the creation of any lien upon any
property of Anchor under, any indenture, mortgage or other agreement or
instrument to which Anchor or any of its subsidiaries is a party or by which it
or any of its subsidiaries, or any of its or their respective properties, may
be bound or affected. Each of the Production Facilities is in compliance in
all material respects and Anchor shall cause each of the Production Facilities
to remain in compliance in all material respects throughout the Term with all
existing federal, state and local governmental laws and regulations including,
without limitation, all laws and regulations pertaining to air emissions,
liquid effluents, and noise levels. 17.3 Governmental Approvals. Neither the execution and delivery nor the
performance by Anchor of this Agreement requires any consent or approval of,
giving notice to, registration with, or taking of any other action in respect
of, any federal or state governmental authority or agency. 17.4 Other Agreements. Anchor is not a party to any agreement or
instrument, or subject to any charter or any corporate restriction, which
individually, or in the aggregate would materially adversely affect Anchors
financial condition, business or operations or would adversely affect the
ability of Anchor to perform its obligations under this Agreement. 17.5 Execution, Delivery and Enforceability. This Agreement and all
related documents have been duly executed and delivered by Anchor; assuming the
due authorization (corporate and otherwise), execution and delivery thereof by
AB, this Agreement constitutes a legal, valid and binding agreement or
obligation of Anchor enforceable against it in accordance  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 25




---



##### 



with its terms, subject to applicable bankruptcy, insolvency, and similar
laws affecting the enforcement of creditors rights generally. 18. REPRESENTATIONS AND WARRANTIES OF AB. AB covenants, represents and warrants to Anchor as follows: 18.1 Corporate Existence and Power. AB is a corporation duly organized,
validly existing and in good standing under the laws of the State of Missouri,
has full corporate power and authority to carry on its business as now
conducted and as currently proposed to be conducted, and to execute, deliver
and carry out the terms of this Agreement, has all permits and authorizations
necessary to carry on its business as presently conducted, and is duly
qualified to do business as a foreign corporation in good standing in each
jurisdiction wherein the nature of ABs business and operations or the
character of the properties owned or held under lease by AB makes such
qualification necessary and in which the failure to so qualify would have a
materially adverse effect on the business, prospects, profits, condition or
operations, financial or otherwise, of AB. 18.2 Authorization; No Legal Bar. The execution, delivery and performance
by AB of this Agreement have been duly authorized by all necessary corporate
action on the part of AB and do not require any approval of ABs shareholders
or approval or consent of any holder (or trustee for any holder) of any
indebtedness or other obligations of AB except such as have been duly obtained,
certified copies whereof have been delivered to Anchor, and neither the
execution and delivery nor the performance by AB of this Agreement does or will
contravene any law or governmental rule or regulation, or any judgment or
order, applicable to or binding on AB or any of its subsidiaries, or ABs
charter documents, or result in any breach of or constitute any default under,
or result in the creation of any lien upon any property of AB under any
indenture, mortgage or other agreement or instrument to which AB or any of its
subsidiaries is a party or by which it or any of its subsidiaries, or any of
its or their respective properties, may be bound or affected. 18.3 Governmental Approvals. Neither the execution and delivery nor the
performance by AB of this Agreement requires any consent or approval of, giving
notice to, registration with, or taking of any other action in respect of, any
federal or state governmental authority or agency. 18.4 Other Agreements. AB is not a party to any agreement or instrument,
or subject to any charter or any corporate restriction, which individually or
in the aggregate would materially adversely affect ABs financial condition,
business or operations or would adversely affect the ability of AB to perform
its obligations under this Agreement. 18.5 Execution, Delivery and Enforceability. This Agreement and all
related documents have been duly executed and delivered by AB; assuming the due
authorization (corporate and otherwise), execution and delivery thereof by
Anchor, this Agreement constitutes a legal, valid and binding agreement or
obligation of AB enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, and similar laws affecting the
enforcement of creditors rights generally.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 26




---



##### 



19. DISPUTE RESOLUTION. 19.1 Guiding Principles. Any dispute arising out of or relating to this
Agreement (in each case a Dispute) shall be resolved in accordance with the
procedures specified in this Section 19, which shall be the sole and exclusive
procedures for the resolution of any such Disputes; provided, however, that a
party, without prejudice to the procedures set forth below, may file a
complaint to seek a preliminary injunction or other provisional judicial
relief, if in its sole judgment such action is necessary to avoid irreparable
damage or to preserve the status quo. Despite such action the parties will
continue to participate in good faith using the procedures specified in this
Section 19. All negotiations and proceedings pursuant to this Section 19,
other than litigation, are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence. All
applicable statutes of limitation and defenses based upon the passage of time
shall be tolled while the procedures specified in this Section 19 are pending.
The parties will take such action, if any, required to effectuate such tolling.
Other than as required or permitted by a court order, each party will continue
to perform its obligations under this Agreement pending final resolution of any
Dispute arising out of or relating to this Agreement. 19.2 Procedures. 19.2.1. The parties shall attempt settlement of each Dispute through
good faith friendly consultations. If no settlement can be reached
through such consultations within sixty (60) days after either party has
notified the other party in writing of the existence of a Dispute, then
either party may exercise its right to seek resolution of the Dispute
through mediation pursuant to the terms of Section 19.2.2 below by
notifying the other party in writing within thirty (30) days after
expiration of the aforementioned sixty (60) day period. 19.2.2. If one party chooses to mediate the Dispute in accordance
with the terms of Section 19.2.1, the parties shall mutually endeavor to
settle the Dispute by confidential mediation with reasonable promptness
under the then current CPR Mediation Procedure. Unless otherwise agreed,
the parties will select a mediator from the CPR Panels of Neutrals and
shall notify CPR to initiate the selection process. 19.2.3. If the mediation specified in Section 19.2.2 fails, then
either party may pursue any remedy available to it at law or in equity. 20. MISCELLANEOUS. 20.1 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability of any jurisdiction shall not of itself invalidate or render
unenforceable such provision in any other jurisdiction.  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 27




---



##### 



20.2 Waivers: Modifications. No term or provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. 20.3 Authorization; Binding Effect; Successors and Assigns. Each of the
individuals executing this Agreement certifies that he or she is duly
authorized to do so. The terms and provisions of this Agreement and the
respective rights and obligations of the parties hereunder shall be binding
upon and inure to the benefit of the parties, their respective successors and
permitted assigns. Any permitted assignee of this Agreement, including but not
limited to an Affiliate of Anchor, shall, prior to such assignment furnish to
the other party evidence of such assignees assumption of all liabilities and
obligations of the applicable assignor. 20.4 Reproduction of Documents. This Agreement and all documents relating
hereto, may be reproduced by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process. Each party hereto
stipulates that, to the extent permitted by law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, and any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence. 20.5 Amendment and Restatement; Entire Agreement. This Agreement amends,
restates, and replaces the Existing Southeast Agreement in its entirety;
provided, however, that Anchors warranties and indemnity specified in Section
4.5 of the Existing Southeast Agreement with respect to Bottles and other goods
delivered to AB prior to the effectiveness of this Agreement shall survive.
Notwithstanding anything in this Agreement to the contrary, the terms in that
Second Amendment to Glass Bottle Supply Agreement and Southeast Glass Bottle
Supply Agreement between AB and Anchor dated as of June 6, 2003 and the terms
in that certain letter agreement dated February 9, 2004 between AB and Anchor,
that are applicable to the December 2000 Agreement, shall continue to modify
the applicable terms of the December 2000 Agreement. This Agreement, including
each Attachment referred to in this Agreement, represents the complete
agreement of the parties with respect to the transactions contemplated
hereunder, and, except as otherwise expressly provided in the previous two
sentences, supersedes all prior or contemporaneous agreements, representations,
promises or understandings in connection therewith, whether orally or written.
All statements contained in any certificate or other instrument delivered
hereafter by or on behalf of any party hereto pursuant hereto or in connection
with the performance of the transactions contemplated hereby shall be deemed
representations and warranties by such party hereunder. 20.6 Captions; References. The captions in this Agreement and in the
table of contents are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof. Reference herein to sections and
subsections without reference to the document in which they are contained are
references to this Agreement. 20.7 Governing Law. This Agreement is entered into in the State of
Missouri and shall be governed by the provisions of the Missouri Uniform
Commercial Code. To the extent that there is to be a delivery or performance
of services hereunder, such services shall be deemed goods within the meaning
of the Uniform Commercial Code. In any event, this  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 28




---



##### 



Agreement shall be governed by and construed in accordance with the laws
of the State of Missouri. 20.8 Equal Opportunity. Anchor shall sign a copy of the Equal Employment
Opportunity Compliance Certificate, in the form attached hereto as Attachment
20.8, at the time this Agreement is executed by the parties and upon receipt,
shall submit another signed copy to AB prior to December 31 of each Contract
Year. [NEXT PAGE IS SIGNATURE PAGE]  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 29




---



##### 



SIGNATURE PAGE TO AMENDED AND RESTATED GLASS BOTTLE SUPPLY
AGREEMENT BETWEEN ANHEUSER-BUSCH, INCORPORATED AND ANCHOR
GLASS CONTAINER CORPORATION SIGNED JULY 26, 2004 AND EFFECTIVE
JANUARY 1, 2004 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by its duly authorized representative on the day and year first set
forth above. ANHEUSER-BUSCH INCORPORATED (AB)By:
    
    /s/ Thomas J. AdamitisThomas J. Adamitis, Vice PresidentCorporate Purchasing and an AuthorizedAgent for ABANCHOR GLASS CONTAINER CORPORATIONBy:
    
    /s/ Darrin J. CampbellEVP CFO
  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 30




---



##### 



ATTACHMENT 3.1
SELLING PRICES * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 31




---



##### 



ATTACHMENT 3.4(a)
* * * * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 32




---



##### 



ATTACHMENT 3.6(d)
* * * * * * ***
    
    Portions hereof and portions of the
exhibit have been omitted and filed separately with the Commission
pursuant to a request for confidential treatment in accordance with
Rule 24-b.
 33




---



##### 



ATTACHMENT 3.7(c)
* * * * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 34




---



##### 



ATTACHMENT 3.10
* * * * * *  ***
    Portions hereof and portions of the exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment in accordance with Rule 24-b. 35